Execution Version CONTRIBUTION AGREEMENT MILLENNIUM LINE BROADWAY EXTENSION MLBE PROJECT THIS CONTRIBUTION AGREEMENT is executed as of the ____ day of June, 2018 (the “Execution Date”), BETWEEN: SOUTH COAST BRITISH COLUMBIA TRANSPORTATION AUTHORITY, an entity continued under the South Coast British Columbia Transportation Authority Act (British Columbia) 400-287 Nelson’s Court, New Westminster, BC V3L 0E7 (“TransLink”) AND: CITY OF VANCOUVER, an entity continued under the Vancouver Charter (British Columbia) 453 West 12th Ave Vancouver, BC V5Y 1V4 (the “City”) WHEREAS: A. The Mayors’ Council on Regional Transportation’s 2014 report entitled Regional Transportation Investments, a Vision for Metro Vancouver (the “Mayors’ Vision”) identifies rapid transit between Commercial Drive and the University of British Columbia along the Broadway Corridor as a priority to ensure that the transportation needs of the region are met. B. TransLink, as a regional transportation agency, has the mandate to plan, prioritize, secure funding and deliver transportation and transit projects, and create an integrated transportation and transit system within the regional transportation service region as defined in the South Coast British Columbia Transportation Authority Act (British Columbia) (the “TransLink Act”). C. The Mayors’ Vision includes the first phase of rapid transit between Commercial Drive and the University of British Columbia, with such first phase comprising an approximately 6.0 km extension of the Millennium Line from its current terminus at VCC- Clark Station to a new western terminus at Arbutus Street (the “MLBE Project”). D. The City, as the host municipality of the MLBE Project has the mandate to provide governance within its municipal boundaries pertaining to the exercise of powers and duties provided to it under the Vancouver Charter. E. The Mayors’ Vision calls on parties to enter into one or more Project Partnership Agreements (each, a “PPA”) whenever the region is making a major investment involving significant cost and risk, the success of which depends on higher degrees of coordination, collaboration and mutually supportive actions by multiple partners. The Parties agree that the MLBE Project requires such PPAs. Execution Version F. This MLBE Project will have four PPAs: (i) an executed Memorandum of Understanding between TransLink and the City, dated September 20, 2017; (ii) a Supportive Policies Agreement between TransLink and the City dated June ____, 2018; (iii) this Contribution Agreement; and (iv) a Project Master Agreement (the “PMA”) to be entered into between TransLink and the City prior to the release of the Request for Proposals for design and construction of the MLBE Project. G. The PMA is intended to be a comprehensive agreement between TransLink (or the delivery agent for the MLBE Project) and the City and will set out the parties’ respective legal rights and obligations regarding the design, construction, and operation of the MLBE Project, including without limitation, the allocation of legal and financial risk and the legal grant of access rights to TransLink over City MLBE Lands. H. To meet the requirements under the TransLink Act for investment plans to be properly funded with established funding resources, TransLink has requested the City confirm its ability and intent to provide certain financial contributions to TransLink which are additional to what the PMA would normally provide and which in part relate to the prior access agreements for the Expo Line and Millennium Line. I. This Contribution Agreement is intended to confirm the financial contributions which the City is making to TransLink with respect to the Expo Line and Millennium Line and to set out the mutual intent of the parties with respect to the financial contributions to be made by the City with respect to the MLBE Project pending their inclusion in the PMA. NOW THEREFORE: The Parties hereby acknowledge, confirm and agree as follows: 1.0 INTERPRETATION 1.1 Definitions In this Contribution Agreement, including the Recitals and Schedules hereto, unless otherwise specified or the context otherwise requires, the following words and expressions have the following meanings: (a) “Annual Commercial Revenue Report” has the meaning given in Section 3.7(b); (b) “Annual Fibre Revenue Report” has the meaning given in Section 4.3; (c) “Approved CRU Plan” has the meaning given to it in Section 3.2(a); (d) “BCTFA” means the British Columbia Transportation Financing Authority; (e) “Business Day” means a day on which banks are open for business in the City of “Vancouver except a Saturday, Sunday or “holiday” (as such term is defined in the Interpretation Act (British Columbia)); - 2 - Execution Version (a) “City” means the municipal corporation called the “City of Vancouver” and continued pursuant to the Vancouver Charter; (f) “City CRCA Share” has the meaning given in Section 3.7(a)(ii); (g) “City CRU Share” has the meaning given in Section 3.7(a)(i); (h) “City Engineer” means the City’s General Manager of Engineering Services as such title may be amended or superseded from time to time; (i) “City Expo/Millennium Lands” means the portions of Designated Street (as that term is used in the Street Use Agreement) occupied by the Expo Line as well as the portions of City Lands (as that term is used in the Millennium Line Access Agreement) occupied by the Millennium Line; (j) “City Expo/Millennium/MLBE Lands” means: (i) City MLBE Lands; (ii) and (iii) City Expo/Millennium Lands; (k) “City Fibre Share” has the meaning given in Section 4.3; (l) “City MLBE Lands” means the interest in land set out in Schedule A; (m) “CRCA Agreement” has the meaning set out in Section 3.4(a); (n) “CRCA Contractor” has the meaning set out in Section 3.8(a); (o) “CRCA Gross Revenue” means all monetary and in-kind revenues, receipts, and benefits of any nature, as well as the fair market value of all goods and services received from any third party in exchange for or by way of barter for the provision of goods and services, as accounted for in accordance with PSAB received or earned directly or indirectly by TransLink or any of its affiliates or subsidiaries in connection with any CRCA; (p) “CRU” means a commercial retail unit located at a SkyTrain Station, and for further certainty, means units having demising walls and a store-front which is parallel to or recessed from the walls of a SkyTrain Station at the perimeter of the pedestrian traffic areas, and include as examples the Legacy CRU and any CRUs that exist elsewhere on the Expo Line and Millennium Line as at the Execution Date; (q) “CRU Gross Revenue” means all monetary and in-kind revenues, receipts, and benefits of any nature, as well as the fair market value of all goods and services received from any third party in exchange for or by way of barter for the provision of goods and services, as accounted for in accordance with PSAB received or earned directly or indirectly by TransLink or any of its affiliates or subsidiaries in connection with a Legacy CRU or MLBE CRU, and for further certainty includes, without limitation, payments characterized under any related agreement as “base rent” or “percentage rent”; (r) “Customer Related Commercial Activities” or “CRCA” means all retail activities including the operation of vending machines, automatic teller machines (or ATMs), newspaper vending boxes, portable kiosks, other transportation-related activities or services for the benefit of TransLink’s customers, and any other similar activities or - 3 - Execution Version services undertaken by TransLink or its contractors on the City Expo/Millennium/MLBE Lands, provided the foregoing expressly excludes: (i) CRUs (which are dealt with in Sections 3.2, 3.3 and 3.5(d)) ; (ii) marketing and advertising (which are dealt with in Section 3.5(b)); and (iii) telecommunications services (which are dealt with in Section 3.5(c)), and further provided that such activities are completely located within the area of each relevant SkyTrain Station that is: (iv) secured by a gate that restricts public access when such station is not in operation; (v) is within the areas designed and intended for the flow of passenger and pedestrian traffic (as opposed to the areas set back from these areas and specifically designed for CRU); and (vi) is within the City Expo/Millennium/MLBE Lands; (s) “Draft Template” has the meaning set out in Section 3.1(a); (t) “Effective Date” has the meaning given in Section 1.7; (u) “Execution Date” has the meaning given at the top of the first page of this Contribution Agreement; (v) “Expiry Date” has the meaning given in Section 1.8; (w) “Expo Line” means the ALRT (as that term is defined in the Street Use Agreement) as it exists on the Execution Date; (x) “Fibre Gross Revenue” means the City’s proportionate share of all monetary and in- kind revenues, receipts, and benefits of any nature, as well as the fair market value of all goods and services received from any third party in exchange for or by way of barter for the provision of goods and services, as accounted for in accordance with PSAB received or earned directly or indirectly by TransLink or any of its affiliates or subsidiaries from all sources in connection with Fibre Optics, with such proportionate share being based on the percentage of the Fibre Optics that are in, on, above or below the City Expo/Millennium Lands for each particular New Fibre Agreement; (y) “Fibre Optics” means the fibre-optic cables currently owned by TransLink, BCTFA, or any other agent or